Lithium Royalty Corp. (TSX: LIRC) ("LRC" or the "Company") announced today that it has amended the terms of its previously announced “modified Dutch auction& substantial issuer bid (the "Offer") pursuant to which the Company is offering to repurchase for cancellation up to C$7,000,000 of its common shares (the "Shares").
The Offer has been amended to increase the price range offered to shareholders who tender their Shares pursuant to the Offer to a price of not less than C$5.20 per Share and not more than C$5.70 per Share (in increments of C$0.10 per Share) (the "New Range"). The New Range varies the original price range of the Offer of C$4.50 to C$5.20 per Share. The high end of the New Range represents a 30% premium to the 20-day volume-weighted average price of the Shares prior to the announcement of the Offer on March 20, 2025.
In connection with the variation of the price range of the Offer, the expiry date of the Offer has been extended to 5:00 p.m. (Toronto time) on May 15, 2025 (the "Expiration Date"), unless further extended, varied, or withdrawn by the Company. All other terms of the Offer remain unchanged. The Company anticipates announcing the results of the Offer shortly after the Expiration Date.
As of April 30, 2025, there were 25,055,877 Shares and 30,549,214 convertible common shares of the Company ("Convertible Common Shares" and, together with the Shares, "Equity Shares") issued and outstanding, for an aggregate of 55,605,091 Equity Shares. The revised Offer would be for approximately 2.42% of the total number of issued and outstanding Equity Shares if the Purchase Price is determined to be C$5.20 (the minimum price under the Offer) or approximately 2.21% if the Purchase Price is determined to be C$5.70 (the maximum price under the Offer). The Offer is being made only for Shares, not for Convertible Common Shares or any other securities of the Company.
As a result of the variation of the Offer, any shareholder who previously tendered their Shares to the Offer prior to the date hereof is advised that such tender is no longer valid and that the shareholder will be required to properly retender their Shares in the manner described in the Notice of Variation (as defined below) in order to participate in the Offer. For clarity, all Shares previously tendered will be deemed to be withdrawn and will not be accepted for take-up and payment unless shareholders take the steps described in the Notice of Variation. If you previously tendered your Shares and do not properly retender them, your Shares will be returned to you by TSX Trust, the depositary for the Offer, promptly after the Expiration Date.
For registered shareholders, an amended letter of transmittal will be available on SEDAR+ at www.sedarplus.ca and on the Company&s website at www.lithiumroyaltycorp.com. Shareholders should follow the instructions therein to tender their Shares prior to the Expiration Date. Non-registered shareholders should contact their investment dealer, stockbroker, or other intermediary without delay to ensure their Shares are properly deposited.
Details of the Offer, including instructions for tendering Shares and the factors considered by the Board of Directors in approving the Offer, are available in the formal offer to purchase and issuer bid circular, as amended by the notice of variation dated April 30, 2025 (the "Notice of Variation"), the amended letter of transmittal and the amended notice of guaranteed delivery (which will be filed on SEDAR+ and made available on the Company's website as soon as practicable) (collectively, the “Offer Documents&). Shareholders are urged to read the Offer Documents carefully and consult their own financial, legal, investment and tax advisors prior to making any decision with respect to the Offer.
This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares. The solicitation and the Offer to buy Shares will only be made pursuant to the Offer Documents.
The Company will be mailing the Notice of Variation, amended letter of transmittal and amended notice of guaranteed delivery to all shareholders to whom the Offer Documents were required to be sent as soon as practicable. Any questions or requests for information regarding the Offer should be directed to TSX Trust, as the depositary, at: shareholderinquiries@tmx.com.
About Lithium Royalty Corp.
LRC is a lithium-focused royalty company organized in Canada, which has established a globally diversified portfolio of 35 revenue royalties on mineral properties that are related to the electrification and decarbonization of the global economy. The Company&s royalty portfolio is focused on the battery supply chain for the transportation and energy storage industries and is underpinned by mineral properties that produce or are expected to produce lithium and other battery materials. LRC is a signatory to the Principles for Responsible Investment; the integration of ESG factors and sustainable mining are considerations in our investment analysis and royalty acquisitions.
Forward Looking Statements
This press release contains “forward-looking information& and “forward-looking statements& within the meaning of applicable Canadian securities laws, which may include, but are not limited to, statements with respect to future events or future performance, the Company&s current intentions regarding the Offer and the Expiration Date, the timing, terms and conditions of the Offer, the timing of announcement of the Offer results, the ultimate Purchase Price, and the number of Shares to be purchased. Often, but not always, forward-looking statements can be identified by the use of words such as “plans&, “expects&, “is expected&, “budgets&, “potential for&, “scheduled&, “estimates&, “forecasts&, “predicts&, “projects&, “intends&, “targets&, “aims&, “anticipates& or “believes& or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions “may&, “could&, “should&, “would&, “might& or “will& be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of LRC to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking information is based on management&s beliefs and assumptions and on information currently available to management. The forward-looking statements herein are made as of the date of this press release only and LRC does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law.
A number of factors could cause actual events or results to differ materially from any forward-looking statement, including, without limitation: fluctuations in the prices of the primary commodities that drive royalty revenue (including various lithium products); fluctuations in the value of the Canadian and Australian dollar and any other currency in which revenue is generated, relative to the U.S. dollar; changes in national and local government legislation, including permitting and licensing regimes and taxation policies and the enforcement thereof; the adoption of a global minimum tax on corporations; regulatory, political or economic developments in any of the countries where properties in which LRC holds a royalty or other interest are located or through which they are held; risks related to the operators of the properties in which LRC holds a royalty or other interest, including changes in the ownership and control of such operators; relinquishment or sale of mineral properties; influence of macroeconomic developments; business opportunities that become available to, or are pursued by LRC; reduced access to debt and equity capital; litigation; title, permit or license disputes related to interests on any of the properties in which LRC holds a royalty or other interest; whether or not the Company is determined to have “passive foreign investment company& (“PFIC&) status as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended; excessive cost escalation as well as development, permitting, infrastructure, operating or technical difficulties on any of the properties in which LRC holds a royalty or other interest; actual mineral content may differ from the resources and reserves contained in technical reports; rate and timing of production differences from resource estimates, other technical reports and mine plans; risks associated with the solvency of operators of projects that LRC has royalties over; risks and hazards associated with the business of development and mining on any of the properties in which LRC holds a royalty or other interest, including, but not limited to unusual or unexpected geological and metallurgical conditions, slope failures or cave-ins, sinkholes, flooding and other natural disasters, terrorism, civil unrest or an outbreak of contagious disease; and the integration of acquired assets. The forward-looking statements contained in this press release are based upon assumptions management believes to be reasonable, including, without limitation: the ongoing operation of the properties in which LRC holds a royalty or other interest by the owners or operators of such properties in a manner consistent with past practice; the accuracy of public statements and disclosures made by the owners or operators of such underlying properties; no material adverse change in the market price of the commodities (including various lithium products) that underlie the asset portfolio; the Company&s ongoing income and assets relating to determination of its PFIC status; no material changes to existing tax treatment; the expected application of tax laws and regulations by taxation authorities; no adverse development in respect of any significant property in which LRC holds a royalty or other interest; the solvency of project operators; the accuracy of publicly disclosed expectations for the development of underlying properties that are not yet in production; integration of acquired assets; and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended. However, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Investors are cautioned that forward-looking statements are not guarantees of future performance. LRC cannot assure investors that actual results will be consistent with these forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements due to the inherent uncertainty therein.
For additional information with respect to risks, uncertainties and assumptions, please refer to LRC&s most recent Annual Information Form dated March 17, 2025 and filed with the Canadian securities regulatory authorities on www.sedarplus.ca. These risks and uncertainties include, but are not limited to, those described under “Risk Factors& in the Annual Information Form, and in particular risks summarized under the “Risks Related to Mining Operations& heading.
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